Core Points - The article outlines the articles of association for Renzi Hang Network Technology Co., Ltd, detailing the company's establishment, capital structure, and governance framework [4][5][6]. Group 1: Company Overview - The company was established as a joint-stock limited company in accordance with the Company Law of the People's Republic of China [4]. - The company was approved by the China Securities Regulatory Commission for its initial public offering of 17.7 million shares on April 25, 2012, and is listed on the Shenzhen Stock Exchange [4][5]. - The registered capital of the company is RMB 673.63015 million [5]. Group 2: Business Scope - The company's business scope includes computer software and hardware development, sales, and related technical services, as well as e-commerce and network security services [6]. Group 3: Share Structure - The company issues shares in the form of stocks, with each share having a par value of RMB 1 [7][8]. - The total number of shares issued by the company is 67,363.0150 million [8]. Group 4: Shareholder Rights and Responsibilities - Shareholders have rights to dividends and other benefits proportional to their shareholdings, and they can request meetings and participate in decision-making [16][31]. - Shareholders are obligated to comply with laws and regulations, and they cannot withdraw their capital except as legally permitted [37][38]. Group 5: Governance and Management - The chairman of the board serves as the legal representative of the company, and the company is required to establish a board of directors and an audit committee [5][6][19]. - The articles of association provide a framework for the operation of the board and the rights of shareholders, including the process for calling meetings and making decisions [16][32][35]. Group 6: Financial Management - The company is prohibited from providing financial assistance for the acquisition of its shares, except under specific conditions approved by the board [9][10]. - The company must disclose significant transactions and ensure compliance with regulations regarding related party transactions [29][30].

Core Points - The article outlines the implementation rules for the Compensation and Assessment Committee of the Board of Directors of Renzi Hang Network Technology Co., Ltd, aimed at improving the assessment and compensation management system for directors and senior management [1][2] - The committee is responsible for establishing assessment standards and compensation policies for directors and senior management, reporting to the Board of Directors [2][4] Group 1: Committee Structure - The Compensation and Assessment Committee consists of three directors, including two independent directors, and is chaired by an independent director [4][5] - The term of the committee aligns with that of the Board of Directors, allowing for re-election upon term completion [5][6] Group 2: Responsibilities - The committee is tasked with formulating assessment standards, reviewing compensation policies, and making recommendations on various matters including compensation and stock incentive plans [4][6] - Recommendations not fully adopted by the Board must be documented along with reasons for non-adoption [4] Group 3: Decision-Making Process - The committee's working group is responsible for preparing necessary materials for decision-making, including financial indicators and performance evaluations [5][6] - Meetings require a two-thirds attendance of committee members to be valid, and decisions must be approved by a majority [7][8] Group 4: Meeting Procedures - Meetings can be held in person or via other means, and confidentiality is required from all attendees [7][8] - The committee may invite other directors or senior management to attend meetings when necessary [7][8] Group 5: Miscellaneous - The rules are subject to approval by the Board and will take effect upon approval [9] - Any unresolved matters will be governed by national laws and the company's articles of association [9]

Core Points - The internal control system of the company aims to enhance management, promote standardized operations, and protect the rights of investors [1][2] - The board of directors is responsible for the establishment, implementation, and improvement of the internal control system, with regular evaluations of its effectiveness [2][3] - The company emphasizes the importance of risk assessment and management to identify and respond to potential risks effectively [5][13] Group 1: Internal Control Objectives - The internal control objectives include ensuring compliance with laws and regulations, improving operational efficiency, safeguarding assets, and ensuring accurate financial reporting [1][4] - The internal control system is designed to provide reasonable assurance in achieving these objectives [1][3] Group 2: Internal Control Environment - The company establishes a clear organizational structure and division of responsibilities to ensure effective internal control [2][3] - The roles of the shareholders, board of directors, and management are clearly defined to facilitate decision-making and management [2][3] Group 3: Risk Assessment - The company conducts systematic risk assessments to identify and analyze risks related to achieving internal control objectives [5][13] - A risk assessment mechanism is established to continuously collect relevant information and adjust risk response strategies as needed [5][13] Group 4: Internal Control Activities - Control activities include defining departmental responsibilities, establishing business regulations, and implementing necessary control procedures [19][21] - The company develops management systems for critical areas such as safety production, procurement, and quality management to ensure compliance [21][22] Group 5: Internal Supervision and Audit - The internal audit department is responsible for monitoring the effectiveness of the internal control system and reporting findings to the board of directors [10][13] - Regular audits are conducted to ensure compliance with internal control procedures and to identify areas for improvement [10][13] Group 6: Information and Communication - The company has established internal communication controls to enhance efficiency and transparency [39][41] - Public information disclosure controls are in place to protect the rights of stakeholders and ensure timely and accurate information dissemination [42][12] Group 7: Continuous Improvement - The internal control system is subject to regular reviews and adjustments based on changes in the business environment and operational needs [55][56] - The company is committed to maintaining an effective internal control system that evolves with its operational context [55][56]

General Principles - The rules are established to ensure the independent, standardized, and effective exercise of the board's powers, enhancing decision-making efficiency based on relevant laws and the company's actual situation [1][2] - The board of directors is the business execution and decision-making body of the company, responsible for managing the company's assets and accountable to the shareholders' meeting [1][2] Composition and Committees - The board consists of 7 directors, including 3 independent directors, one of whom is a professional accountant and one is a representative of employees [1][2] - The board has established an audit committee and a remuneration and assessment committee, with independent directors making up the majority and serving as conveners [2] Board Meetings - The board must hold at least 2 regular meetings annually, with a written notice sent to all directors 10 days prior to the meeting [4][5] - The chairman of the board is responsible for convening and presiding over meetings, and if unable to do so, a majority of directors can elect one to preside [4][5] Proposals and Voting - Proposals for regular meetings are formed through a process that includes soliciting opinions from directors and drafting proposals by the chairman [14][15] - Decisions require a majority vote from the directors present, and specific conditions apply for related party transactions [36][37] Meeting Records - Meeting records must be kept, including details such as the date, attendees, agenda, and voting results, and must be signed by attendees [43][44] - The board secretary is responsible for ensuring that resolutions are disclosed accurately and in compliance with regulations [46][47] Amendments and Interpretations - Any amendments to these rules must be proposed by the board and approved by the shareholders' meeting to take effect [48][50] - The board is responsible for interpreting these rules [50]

Core Viewpoint - The document outlines the management system for the deferral and exemption of information disclosure by Renzi Hang Network Technology Co., Ltd, aiming to ensure compliance with legal obligations and protect investors' rights [1][2]. Group 1: General Principles - The purpose of the system is to regulate the deferral and exemption of information disclosure, ensuring that the company and related parties fulfill their disclosure obligations in accordance with relevant laws and regulations [1]. - The system applies to situations where information disclosure can be deferred or exempted as per the requirements of the China Securities Regulatory Commission and the Shenzhen Stock Exchange [2]. Group 2: Scope of Deferral and Exemption - Information can be exempted from disclosure if it involves state secrets or other matters that may violate confidentiality regulations [5]. - The company has an obligation to protect state secrets and must not disclose sensitive information through any means, including investor interactions or media releases [6]. - Commercial secrets can also be deferred or exempted from disclosure if they meet specific criteria, such as potential harm to competitive advantage or violation of others' commercial secrets [7]. Group 3: Internal Management Procedures - The company must carefully determine the need for deferral or exemption and follow internal review procedures before implementation [12]. - The board of directors leads the management of deferral and exemption matters, with the board secretary responsible for organizing and coordinating these activities [13]. - A formal application and approval process is established, requiring relevant departments to submit a request for deferral or exemption, which must be reviewed and approved by the board [14][15]. Group 4: Disclosure Obligations - If the reasons for deferral or exemption are no longer valid, the company must promptly disclose the information [8]. - The company must report any deferred or exempted information in its annual, semi-annual, or quarterly reports within ten days after the report is published [18]. Group 5: Accountability and Enforcement - The company has established a mechanism for accountability regarding deferral and exemption practices, holding responsible parties accountable for any improper handling of disclosure matters [19]. - The system must comply with the rules of the Shenzhen Stock Exchange and other relevant regulations [20].

General Overview - The compensation management system for directors and senior management at Renzi Hang Network Technology Co., Ltd. aims to establish an incentive and restraint mechanism that aligns with modern corporate governance, ensuring reasonable compensation levels and payment methods [1][2] Applicable Personnel - The management system applies to all company directors, including independent and non-independent directors, as well as senior management personnel such as the general manager, deputy general managers, financial director, and board secretary [1][2] Compensation Structure - Directors' compensation includes independent director allowances, which are subject to approval by the board and shareholders. Non-independent directors do not receive additional compensation if they hold other positions within the company [2][3] - Senior management compensation is based on an annual salary system, which is linked to responsibilities, risks, personal capabilities, and operational performance. The salary consists of a base salary and a performance bonus [3][4] Compensation Payment - Directors' allowances are paid monthly, while senior management's base salary is also paid monthly, with performance bonuses distributed at the end of the fiscal year [4][5] - All compensation amounts are pre-tax, with deductions for personal income tax and social insurance contributions made by the company [4][5] Compensation Adjustment and Incentives - The board's compensation and assessment committee conducts annual evaluations of directors and senior management, proposing compensation plans for the following year [5][6] - The compensation system is designed to support the company's strategic goals and may be adjusted in response to significant changes in the external economic environment [5][6] Other Provisions - Any matters not covered by this system will be governed by relevant national laws, regulations, and the company's articles of association [6]

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